Exhibit 6(b)
▇▇▇▇▇▇ SQUARE DISTRIBUTORS, INC.
SELECTED DEALER AGREEMENT FOR NON-PROPRIETARY FUNDS
THIS SELECTED DEALER AGREEMENT is made as of the _____ day of
_______________, 1996, between ▇▇▇▇▇▇ Square Distributors, Inc. ("RSD") and
the broker-dealer listed in Schedule B ("BD").
WHEREAS, each company listed on Schedule A hereof (each a "Fund" and
collectively, the "Funds") is registered under the Investment Company Act
of 1940 (the "1940 Act"), as amended as an open-end management investment
company and each Fund is authorized to issue one or more series of shares
of common stock or beneficial interest, as the case may be ("Shares");
WHEREAS, RSD is the exclusive distributor of the Shares pursuant to
certain agreement(s) with the (respective) Fund(s); and
WHEREAS, BD desires to serve as a selected dealer for the Shares;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed among the parties as follows:
1. PURCHASE OF SHARES. BD may, from time to times purchase Shares from
RSD in accordance with the terms of this Agreement. In connection
with each such purchase, BD shall act as principal for its own
account; BD shall have no authority to act as agent for RSD or any of
the Funds. BD agrees that it shall purchase Shares only from RSD,
either directly or through a securities dealer, such as Fund/Serv
("Clearing Broker") with which BD and RSD have established clearing
arrangements. BD agrees to purchase Shares of the Funds only in
transactions contemplating the simultaneous resale of such Shares to
investors and in no event shall BD place orders for Shares unless it
has already received customers orders to purchase Shares at the
applicable Public Offering Price.
2. ACCEPTANCE OF PURCHASE ORDERS. Orders received from BD for the
purchase of Shares ("Purchase Orders") shall be accepted by RSD only
at the price ("Public Offering Price") set forth in the then effective
prospectus used in connection with the sale of such shares (the
"Prospectus"). Purchase Orders shall be handled in accordance with
such oral or written instructions that RSD may forward to BD from time
to time and shall be subject to procedures relating to the purchase of
Shares disclosed in the Prospectus. Purchase Orders for Shares of the
"Money Market Funds" as listed in Schedule A must be received together
with full payment in Federal Funds. Payment for Shares of the "Load
Funds" as listed in Schedule A must be received by RSD within three
business days after receipt of the Purchase Order. RSD reserves the
right, from time to time and in our sole discretion, to limit the
aggregate orders for Shares of the Load Funds placed by BD for which
payment has not yet been received. In addition, all orders are
subject to acceptance or rejection by RSD or the relevant Fund in the
sole discretion of either. Purchase Orders shall be subject to
receipt by the Funds' Transfer Agent of all required documents in
proper form and to the minimum initial and subsequent purchase
requirements set forth in the Prospectus.
3. DEALER REALLOWANCE. BD shall receive compensation in connection with
the sale of Shares of Load Funds in the form of dealer reallowances at
the percentage of the Public Offering Price applicable to Shares
purchased by BD, specified in the Prospectus. It is understood that
the Public Offering Price may reflect variations in sales charges, if
any, applicable to the sales of such Shares in accordance with certain
purchase plans set forth in such Prospectus. BD agrees that it will
apply any such variations uniformly to all offerees in accordance with
the provisions of the Prospectus and will not combine customer orders
to reach "breakpoints" established in the Prospectus unless expressly
permitted by the Prospectus or in writing by RSD or withhold any
customer order so as to profit therefrom. BD agrees and understands
that dealer reallowances will be paid based upon the schedule set
forth in the Prospectus and that, in accordance with such schedule,
dealer reallowances will be lower in the case of purchases to which
reduced sales charges apply. However, where the reduced sales charge
is in connection with a letter of intent, adjustment to a higher
dealer reallowance will be made to reflect actual purchases by the
investor if investor should fail to fulfill the letter of intent. No
dealer reallowances shall be payable in respect of Load Fund Shares
purchased through reinvestment of dividends or distributions or with
respect to Load Fund Shares purchased in exchange for other Shares
unless specifically set forth in the Prospectus. If any Load Fund
Shares sold to BD under the terms of this Agreement are tendered for
redemption or repurchase within seven business days after the date of
confirmation to BD of its purchase order therefor, BD agrees to pay
forthwith to RSD the full amount of the dealer reallowance on the
original sale.
4. REDEMPTIONS, REPURCHASES AND EXCHANGES. Orders for the redemption or
repurchase of Shares ("Redemption Orders") as well as exchange
requests shall be handled in accordance with procedures set forth in
the Prospectus and, to the extent consistent with the Prospectus, oral
or written instruction forwarded to BD by RSD from time to time. RSD
will, upon request assist BD in processing Redemption Orders and
exchange requests. All such orders and requests are subject to the
timely receipt by the Funds' Transfer Agent of all required documents
in good order. If such documents are not received within a reasonable
time after the order or request is placed, it will be subject to
cancellation, in which case BD agrees to be responsible for any
resulting loss incurred by RSD or the Funds.
5. COMPLIANCE WITH SECURITIES LAWS. BD shall not offer or sell any
Shares except under circumstances that will result in compliance with
the applicable federal and state securities laws. In connection with
sales and offers to sell Shares, BD will furnish or cause to be
furnished to each person to whom any such sale or offer is made, at or
prior to the time of offering or sale, a copy of the Prospectus and,
if requested, the related statement of additional information ("SAI").
RSD shall, upon request, supply BD with reasonable quantities of
Prospectuses and SAIs for its use in connection with the offer and
sale of the Shares. BD shall will not furnish to any person any
information in connection with the sale of Shares that is inconsistent
in any respect with the information contained in such Prospectus or
SAI.
RSD shall, from time to time, inform BD as to the states and
jurisdictions in which RSD believes the Shares have been qualified for
sale under, or are exempt from the requirements of, the respective
securities laws of such states and jurisdictions. BD agree that it
will not offer or sell Shares in any state or jurisdiction in which
such Shares are not registered, unless any such offer or sale is made
in a transaction that qualifies for an exemption from such
registration. BD agrees to indemnify RSD and the Fund(s) against any
claim, liability, expense or loss in any way arising out of any sale
or exchange of Shares by BD in any state or jurisdiction in which
Shares are not so registered or qualified.
BD hereby agrees to maintain all records required by law relating to
transactions on the Shares, and upon the request of RSD, or of the
Funds, promptly make such of these records available to RSD or the
Funds' Administrator as are requested. In addition BD hereby agrees
to establish appropriate procedures and reporting forms and/or
mechanisms and schedules in conjunction with RSD and the Funds'
Administrator, to enable the Funds to identify the location, type of,
and sales to all accounts opened and maintained by BD's customers or
by BD on behalf of BD's customers.
BD hereby agrees to abide by the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. (the "NASD") and all
applicable federal and state laws. Reference is specifically made to
Section 26 of Article III of such Rules, which Section is incorporated
herein by reference. RSD assumes no responsibility in connection with
the registration of the BD under the laws of the various states or
under federal law or BD's qualification under any such law to offer or
sell Shares. BD agrees to indemnify RSD and the Fund(s) against any
claim, liability, expense or loss in any way arising out of any sale
or exchange of Shares by BD in any state or jurisdiction in which BD
is not so registered or qualified.
The signing of this Agreement and the purchase of Shares pursuant
hereto is a representation to RSD that BD is a member in good standing
of the NASD and a properly registered broker-dealer under the 1934
Act. This Agreement shall terminate automatically in the event of BD
ceases to be a member in good standing of the NASD or upon the
occurrence of any event adversely affecting BD's registration as a
broker-dealer under the 1934 Act
BD represents and warrants that it is a member of the Securities
Investor Protection Corporation (SIPC) in good standing and agrees to
notify RSD of any changes in BD's status with the SIPC.
Notwithstanding the aforementioned, BD agrees to make a notation on
all confirmations for transaction stating that it is not a member of
the SIPC as required by Rule 10b-10 of the 1934 Act.
6. USE OF SALES MATERIALS. BD shall not use any advertising or sales
materials of any kind relating to the Funds or using the name of the
Funds or RSD or any affiliate of either unless such material is
provided to BD by RSD or unless BD has obtained the prior written
consent of RSD. Neither BD nor any other person is authorized to make
any representation in connection with the offer and sale of the Shares
except those contained in the Prospectus and SAI or as expressly
authorized in writing by RSD. If BD should make any such unauthorized
representation, or use, or cause others to use, advertising or sales
material not provided to BD by RSD or without RSD's prior approval, BD
shall indemnify RSD and the (relevant) Fund from and against any and
all claims, liability, expense or losses in any way arising out of or
in any way connected with such representation.
7. CONFIRMATIONS. BD agrees to send confirmations of orders to its
customers as required by Rule 10b-10 of the Securities Exchange Act of
1934 (the "1934 Act") and agrees to pay any costs in connection
therewith. BD agrees to use all reasonable efforts to ensure that
taxpayer identification numbers provided by it on behalf of investors
are correct.
8. SUSPENSION OF SALES; AMENDMENTS. RSD shall have full authority to
take such action as it may deem advisable in respect of all matters
pertaining to the continuous offering of Shares; in particular and
without limitation, the right in its discretion and without notice to
BD to suspend sales or withdraw the offering of Shares. Upon notice
to BD, RSD may amend this Agreement and BD agrees that any Purchase
Order placed by it after notice of any amendment to this Agreement has
been sent to BD shall constitute its agreement to such amendment.
9. DISTRIBUTION FEES PURSUANT TO RULE 12B-1 PLAN. BD shall be entitled
to receive distribution fees in connection with its sales and
promotional efforts hereunder in accordance with the Plan of
Distribution adopted by the Fund. Such fees shall be payable in the
amounts and in the manner set forth in Schedule C to this agreement,
which Schedule is expressly incorporated herein.
10. NO AGENCY CREATED. Nothing in this Agreement shall be deemed or
construed to make BD an employee, agent, representative or partner of
any of the Funds or of RSD, and BD is not authorized to act for RSD or
for any Fund or to make any representations on RSD's or the Funds'
behalf. BD acknowledges that this Agreement is not exclusive and that
RSD may enter into similar arrangement with others. BD and RSD agree
that each will be responsible for its own expenses in connection with
its activities hereunder and each will be responsible for complying
with the federal and state laws governing the operation of their
respective business and the NASD Rules.
11. TERMINATION AND ASSIGNMENT. This Agreement shall also be terminable
without penalty upon thirty (30) days' written notice to RSD by BD and
upon ten (10) days' written notice to BD by RSD; provided, however,
that any termination of this Agreement by operation of this Section 11
shall not affect any unpaid obligations under Sections 2, 3 or 9 of
this Agreement or the liability, indemnity and legal fee provisions of
Sections 5, 6, 12 and 17 of this Agreement. This Agreement shall not
be assignable by any of the parties hereto. Nothing in this Agreement
is intended to confer upon any person other than the parties hereto
and their successors, any rights or remedies under or by reason of
this Agreement, other than those expressly set forth herein.
12. LEGAL FEES. If any claims are asserted against RSD or the Funds
regarding claims to which BD has indemnified these parties herein, the
parties shall have the right to engage in their own defense, including
the selection and engagement of counsel of their choosing and all
costs of such defense shall be borne by BD.
13. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to RSD, at ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇; if to BD at the address listed on
Schedule B.
14. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This
Agreement constitutes the entire agreement between the parties and
supercedes all prior agreements.
15. GOVERNING LAW. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the State of Delaware without regard to the conflict of law rules.
16. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or
effect.
17. CLEARING BROKERS. RSD acknowledges that BD may utilize the services
of one or more Clearing Brokers with respect to purchases of Shares by
BD's customers. BD acknowledges that this agreements authorizes only
it, and not any Clearing Broker employed by BD, to offer or sell
Shares under this Agreement. RSD agrees to accept Purchase Orders
from any Clearing Broker that BD identifies to RSD in writing as
authorized to place orders on BD's behalf, provided that BD agrees
that RSD and the Funds shall be entitled to treat such orders as
though they had been placed by BD directly. In addition, except where
the context otherwise requires, references in this Agreement to BD
shall be deemed to include references to any Clearing Broker employed
by BD. BD agrees to cause any such Clearing Broker to abide by BD's
obligations and agreements under this Agreement, and that BD's
agreement with any such Clearing Broker will reflect the Clearing
Broker's obligation to abide by such obligations and agreements.
Neither RSD nor the Funds shall be liable hereunder to BD or to any
Clearing Broker for any claim, liability, expense or loss in any way
arising from BD's arrangements with such Clearing Broker, and BD
agrees to hold RSD and the Funds harmless from and against any claim,
liability, expense or loss in any way arising from the activities of
the Clearing Broker in connection with Purchase Orders, Redemption
Orders or exchange requests initiated by BD.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
▇▇▇▇▇▇ SQUARE DISTRIBUTORS, INC.
By: _____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
LAKEWOOD FINANCIAL SERVICES, INC.
By: _____________________________
(Name,Title)
▇▇▇▇▇▇ SQUARE DISTRIBUTORS, INC.
SELECTED DEALER AGREEMENT FOR NON-PROPRIETARY FUNDS
SCHEDULE A
The HomeState Pennsylvania Growth Fund
▇▇▇▇▇▇ SQUARE DISTRIBUTORS, INC.
SELECTED DEALER AGREEMENT FOR NON-PROPRIETARY FUNDS
SCHEDULE B
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Lakewood Financial Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone:___________________________
Fax:_____________________________
▇▇▇▇▇▇ SQUARE DISTRIBUTORS, INC.
SELECTED DEALER AGREEMENT FOR NON-PROPRIETARY FUNDS
SCHEDULE C
Set forth below is a table of total sales charges or underwriting
commisions and dealer concessions. The Distributor may provide additional
compensation to dealers in connection with sales of shares of the Fund(s).
Total Sales Charge
Dealer Concession
Size of Transaction As a Percentage of As a Percentage of As a Percentage of
at Offering Price Offering Price Net Asset Value Offering Price
====================================================================================
Less than $50,000 5.00% 5.26% 4.25%
$50,000 to $250,000 4.00% 4.16% 3.25%
$250,000 to $500,000 3.00% 3.09% 2.50%
$500,000 to $1,000,000 2.25% 2.30% 2.00%
$1,000,000 and above 0.00% 0.00% 0.00%
In addition to the Dealer concession, the dealer may be paid a 12b-1 trail
commision. The trail commision will be paid quarterly to the dealer of
record.